Placing Agent Clause Samples

Placing Agent. The Company accepts and agrees that Dungarvon Associates, Inc. (“Dungarvon”) is acting for the Purchaser and does not regard any person other than the Purchaser as its customer in relation to this Agreement, and that it has not made any recommendation to the Company, in relation to this Agreement and is not advising the Company, with regard to the suitability or merits of the Armadillo Shares and in particular Dungarvon has no duties or responsibilities to the Company for the best execution of the transaction contemplated by this Agreement.

Placing Agent. The Target Company accepts and agrees that Dungarvon Associates, Inc. ("Dungarvon") is acting for Seaside and does not regard any person other than Seaside as its customer in relation to this Agreement, and that it has not made any recommendation to the Target Company, in relation to this Agreement and is not advising the Target Company, with regard to the suitability or merits of the Seaside Shares and in particular Dungarvon has no duties or responsibilities to the Target Company for the best execution of the transaction contemplated by this Agreement.

Placing Agent. The Target Company accepts and agrees that Dungarvon Associates, Inc. ("Dungarvon") is acting for Langley and does not ▇▇▇▇▇d any person other than Langley as its customer in r▇▇▇▇▇▇▇ to this Agreement, and that it has not made any recommendation to the Target Company, in relation to this Agreement and is not advising the Target Company, with regard to the suitability or merits of the Langley Shares and ▇▇ ▇▇▇▇icular Dungarvon has no duties or responsibilities to the Target Company for the best execution of the transaction contemplated by this Agreement.

Placing Agent. The Company accepts and agrees that Pearl Corporate Finance Limited (“Pearl”) is acting for the Subscriber in relation to this Agreement, and that it has not made any recommendation to the Company, in relation to this Agreement and is not advising the Company, with regard to the suitability or merits of the Armadillo Shares.

Placing Agent. The Issuer and the Subscriber hereby agree in respect of the Subscription Securities to appoint China Merchants Securities (HK) Co. Ltd. as the placing agent (“Placing Agent”), and the Placing Agent hereby agrees to act as the sole placing agent for the Issuer in respect of the Subscription Securities on terms and subject to conditions set out in this Agreement. For avoidance of doubt, the Placing Agent has agreed not to charge the Issuer or the Subscriber any commissions, fees or transactional charges of any kind in connection with this Agreement.

Placing Agent. To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owners are independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

Placing Agent. 3.1 Subject to the satisfaction of the conditions specified in Clause 2.1, the Company agrees to issue the Placing Shares and the Placing Agent agrees, as agent of the Company and on a best effort basis, to procure Placees to subscribe for (by itself or through its sub-placing agents) the Placing Shares at the Placing Price on the terms set out in the Placing Letter or otherwise on the terms of this Agreement. 3.2 The Placing Agent shall arrange for the placing of the Placing Shares with not less than 6 selected Placees who will be institutional, professional and/or private investors at the Placing Price on a best effort basis together with all rights attached thereto including all dividends and distributions declared, paid or made in respect thereof at or after the relevant date of allotment and issue of relevant Placing Shares. 3.3 Any transaction properly carried out by the Placing Agent pursuant to this Agreement shall constitute a transaction carried out by the Placing Agent at the request of the Company and as its agent and not on account of or for the Placing Agent. The Placing Agent shall not be responsible for any loss or damage (except for any loss or damage arising out of any fraud, willful default, breach of this Agreement or gross negligence on the part of the Placing Agent or any sub-placing agent) to the Company arising from any such transaction or for any alleged insufficiency of the price at which the Placing Shares are issued pursuant to any such transaction. 3.4 The Company agrees to allot and issue to the Placees, subject to the fulfillment of the conditions set out in Clause 2.1 and/or (as the case may be) Clause 2.2, the Placing Shares not later than the Completion Date. The Placing Shares will be allotted and issued as fully paid and will rank pari passu in all respects with the Shares in issue on the Completion Date. 3.5 The Company hereby irrevocably appoints the Placing Agent as its agent for the purpose of the Placing in accordance with the provisions hereof with all powers, authorities and discretion on its behalf which are necessary for, or reasonably incidental to, the placing of the Placing Shares hereunder and hereby agrees to ratify and confirm everything which the Placing Agent shall lawfully and reasonably do or have done on its behalf pursuant to or in anticipation of the terms of this Agreement. 3.6 The Company shall procure that the Placing Shares shall be issued free and clear from all liens, charges and encumbrances,...

Placing Agent shall act as placing agent with respect to all Issues (the "PLACING AGENT").

Placing Agent. The fees and expenses of the other parties to the Issue Documents and their respective legal counsels (if any). If the Placing Agent properly incur any such fees, costs and expenses on behalf of the Issuer, the Issuer shall on demand reimburse the Placing Agent for the same. Any amount due to the Placing Agent shall be payable by the Issuer within 30 days after the later of (i) the Closing Date and (ii) the date on which such demand is given to the Issuer.